Aditxt Announces $1.9 Million Registered Direct Offering Priced At-The-Market under Nasdaq Rules

Aditxt, Inc. (NASDAQ: ADTX) ("Aditxt" or the "Company"), an innovation company developing and commercializing technologies with a focus on monitoring and modulating the immune system, today announced that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the purchase and sale of an aggregate of 1,585,350 shares of common stock (or common stock equivalents in lieu thereof) at a purchase price of $1.22 per share (or common stock equivalents in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 3,170,700 shares of common stock with an exercise price of $0.86 per share which will be immediately exercisable for a period of three years following issuance. The offering is expected to close on or about April 24, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering are expected to be $1.9 million, prior to deducting placement agent’s fees and other offering expenses payable by Aditxt. Aditxt intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The shares of common stock, the pre-funded warrants and the shares of common stock underlying the pre-funded warrants (but not the warrants or the shares of common stock underlying the warrants) described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-257645) that was filed with the Securities and Exchange Commission (the "SEC") on July 2, 2021, and declared effective on July 13, 2021. The offering of the shares of common stock and pre-funded warrants is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the prospectus supplement, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at [phone] or e-mail at [e-mail].